Business
Dragonfly Provides Update on Business Combination with Black Swan Graphene
Vancouver, British Columbia--(Newsfile Corp. - April 26, 2022) - Dragonfly Capital Corp. (TS...
About this update from Black Swan Graphene Inc
[{"type":"text","content":"Dragonfly Provides Update on Business Combination with Black Swan GrapheneVancouver, British Columbia--(Newsfile Corp. - April 26, 2022) - Dragonfly Capital Corp. (TSXV: DRC.H) (\"Dragonfly\" or the \"Company\") provides, further to its news releases dated December 16, 2021, January 27, 2022 and March 14, 2022, the following update to supplement the disclosures related to the Company's previously announced Qualifying Transaction (the \"Transaction\"), as defined under TSX Venture Exchange (\"TSXV\") Policy 2.4 - Capital Pool Companies (\"Policy 2.4\"), with Black Swan Graphene Inc. (\"Black Swan\").Qualifying Transaction UpdateThe Company and Black Swan, a private Ontario company, continue to work towards the closing of the Transaction (the \"Closing\") and, in connection therewith, Dragonfly, Black Swan and the shareholders of Black Swan have entered into an amendment agreement dated April 21, 2022 (the \"Amendment Agreement\") to the share exchange agreement between the parties dated January 17, 2022. Pursuant to the terms of the Amendment Agreement, the parties have agreed to extend the date by which Closing must occur to June 17, 2022 and revised the number of common shares (each, a \"Consideration Share\") to be issued to the Black Swan shareholders to 15.2 Consideration Shares for each one common share of Black Swan held by each Black Swan shareholder immediately prior to the Closing at a deemed price equal to $0.15 per Consideration Share, such that an aggregate of 210,230,349 Consideration Shares are expected to be issued. Accordingly, it is anticipated that at Closing, the resulting issuer of the Transaction (the \"Resulting Issuer\") will have 285,374,537 common shares (each a \"Common Share\") issued and outstanding (assuming no convertible securities of Dragonfly or Black Swan are exercised) of which approximately 6.22% Common Shares of will be held by the current shareholders of the Company, 73.67% will be held by the Black Swan Shareholders, and 16.35% will be held by the subscribers under the previously closed subscription receipt financing (the \"Subscription Receipt Financing\").The number of Common Shares and resultant percentages described above are inclusive of the issuance of a finder's fee of 10,727,000 Common Shares (the \"Finder's Fee\") to be issued on Closing to an arm's length finder (the \"Finder\") p...